The Arena
by frosty600
Summary: Thrown into a pit known as The Arena Angelus forced to fight or die for the entertainment of humans and demons alike. He is distracted from his ultimate goal by a girl who doesn't seem to belong. A girl who makes his skin tingle and his senses go haywire. Buffy/Angelus slight AU


**Disclaimer: **I don't own Buffy the Vampire Slayer or any of the characters mentioned in the cannon.

**A/N:** Here is the beginning of another new fic. I hope that you all enjoy this idea and the first chapter. It's an idea I've had for a while and I finally have enough of a plot to make a fic out of it. This first chapter may feel a little strange and leave a lot of things unexplained, but all the gaps will be filled I promise.

**CHAPTER 1** **A Place To Die Part 1**

A small female demon child that looked more humanoid than demon apart from small little horns sticking out of her head in a crown, peeking through the strands of mousy brown hair that was in desperate need of a wash, ran hurriedly through the dark dimly lit streets in one of the bad small business districts of Los Angeles.

One of her hands clutched around a small necklace that had a pendant that's metal was woven into a Celtic knot that was worn with age, but was otherwise well cared for.

Her steps were swift and made almost no sound as her bare feet hit against the asphalt with no heed to the small loose rocks and broken glass that littered the road. The hood she had pulled over her head to hide the demonic features that graced her head fell back as she risked a quick glance behind her to see how far ahead she was of her pursuer. Not seeing his tall form for the moment she slowed her pace slightly as she took in her surrounding to get her bearings. She couldn't afford to get lost in her hurry. The vampire she had stolen the pendant from didn't seem like the type to go easy on her just because she was a child.

No the vampire had been less than pleased when he realised what she had done. In fact the look upon his face after he'd discovered the deed was enough to make her wish that her mark had been another demon entirely, perhaps one who's handsome face didn't turn quiet so scary when angered.

***O*O*O***

Angelus rounded yet another corner in pursuit of the bratty little street chit that had stolen the pendant right out from under his nose. It was a skill he could appreciate he supposed. It was a fine skill that would allow the chit to steal something from him from right under his nose. A deed only noted by the brats need to taunt him with the deed as an afterthought before she slipped through the door to the popular demon bar that he had been wasting some time at whilst he waited for his companion to show… a companion seemed to have stood him up.

His quick steps slowed to a halt as he neared the end of the street that was over shadowed by tall small business buildings; trash littering the streets. Trash that had him wrinkling his nose as a foul smell perforated the air from maybe one or more of the bags or over flowing trash bins.

He angled his head back the way he had come, a slow smirk curling up his lips. One tinged with a ruthless cruelty, "Come out, come out where ever you are," he called in a dark sing song voice as he cast his gaze amongst the trash once again searching for the street brat, "I know you're here… I can smell you," he muttered the last part more sinisterly.

He took a step towards the trash, "If you come out I promise I'll go easy on you," he tempted, his hands curling into fists at his sides. There was a small nervous rustling of the bags causing Angelus' smirk to widen as he took the last couple of steps towards it, being as quiet as his 245 years of experience had taught him to be.

He reached out and grasped the bag yanking it out of the way revealing the hiding demon brat. TO his surprise she merely smiled up and him cheekily before dropping down into the man hole she had been bracing herself above.

Angelus moved to catch her by the scruff of her jacket, only to miss. He snarled out a small curse as she dropped to the bottom of the sewer and quickly moved out of sight. He jumped down the manhole after the little brat, not bothering with the ladder that was bolted to the side to the manhole.

He landed on his feet with a cat like grace at the bottom of the manhole. He looked up in the direction he had seen the brat take off and caught sight of her as she hightailed it around a corner, "You're going to regret this brat," he grumbled as he chased after her.

He swiftly turned the corner and came to a sudden stop at coming face to face with the brat as she stood beside a fully grown man who had a hand resting on her head in an almost affectionate manner.

"Actually, I believe you will be the one regretting tonight," the man said with a smug expression, his black hair slicked back.

Angelus sensed a presence behind him and he moved to spin around only to feel a searing pain at the back of his head as a heavy pole connected solidly with it, sending him to the ground, "A set up," he growled before a foot connected solidly with his side making him growl.

The man slid his hands from the young demon girl's head and took the necklace from her grasp, "Off with you now," he ordered condescendingly ignoring the vampire that was getting beat up on for the moment.

The demon child nodded in relief and hurriedly turned to go, not giving the vampire she had led into the trap a last glance. It was a job she was glad to do in exchange for her own continued freedom that pit of despair known as 'The Arena'. She didn't even feel bad about it anymore she had been doing it for so long now.

"Enough!" He ordered the two demons and immediately they stilled, "We don't want our newest offering in to bad a shape before his first performance," he clicked his fingers in a snappish fashion, "Take him to his cell,"

The demons acted almost as one as they bent and grabbed an arm each and began dragging the vampire towards the underground dome that would be his new home until he perished.

The man sighed and adjusted his sequenced jacket, before smoothing his hands over his slicked back black hair, "I've got to get a promotion. One of these days this stench isn't going to come off," he grumbled, before turning and following after the retreating forms of the demons.

***O*O*O***

Buffy closed her eyes as she listened to the familiar sounds of the demons moving about the pen they called home. It wouldn't be too much longer until lights out and they would be stuck in their little cells for the daylight hours.

She opened her eyes and flared her nostrils as a smaller but no less deadly demon moved close enough for her to be accosted by the odour of his unwashed flesh.

She levelled a flat glare at him, her hazel eyes narrowing on the demon intently. She watched in silence as the demon that had been dubbed Ooze started to glance around in a nervous subtly over feeling eyes on him. It was never a good thing in here to have eyes on you; for multiple reasons.

She couldn't remember what his actual name was supposed to be… she doubted that anyone in The Pit did, none of them had paid any attention to it and Ooze had long since stopped trying to fight the name given to him.

Ooze finally rested his eyes on her and he visibly swallowed, his bright almost electric green tinted eyes obviously anxious, but he didn't move.

Buffy allowed her lips to curve up into a small vicious smirk that promised a world of pain and as she had expected the fool unfroze and moved away as coolly as he could manage when she already knew that he was turning tail and running despite living in The Pit long enough to know that if she attempted to do him harm outside The Arena would be severely punished by their ring masters.

Buffy turned her gaze to a wire fence that was high enough to touch the ceiling of The Pit and practically hummed from the high voltage electrical current that was being pumped through it. Her attention drawn to it as the gate swung open and two of the hired muscle walked in dragging with them what she could only assume to be a dark haired vampire that favoured the feel of fine black leather.

_That won't last long in here._

She thought as she turned her gaze away no longer interested in the proceedings. She knew what was going to happen next. The vampire would be taken into a small room that could only be entered by 'the employees' and those that ran The Arena. He'd get fitted with a thick silver alloy bracelet that was magically enhanced to prevent the wearer from attacking their masters.

Buffy scratched at the skin around the bracelet as her mind briefly turned to her own ill-fated leather jacket within a week of being trapped inside this hell.

Buffy shook the thought aside. There was no point on delving on it. It was in the past… that jacket was part of the past. A past she was no longer a part of or even remotely connected to. The girl that had lived outside of The Arena no longer existed.

That girl is dead.

Buffy moved away from the support beam that she had been leaning against and began making her way towards the cells. Dawn would break soon and everyone would be herded into them anyway. This way at least she could move with a little dignity, or at least with what dignity an underground death pit would allow a girl to have.

***O*O*O***

Angelus rolled over onto his back as he came back to consciousness the first thing he was really aware of was pain, the second was the tingling feeling of a group of demons of different species close by… to close by for his comfort whilst he had been lying helpless and completely unaware of his surroundings.

He opened his eyes and scrambled to his feet, ignoring the still aching bruises that were scattered over his flesh from the beating he had taken and the pounding in his head from the sucker blow he had been dealt that had managed to bring him down.

He frowned as he took in the small cell he found himself trapped inside. A set of very thin uncomfortable looking cot bunk beds were jammed up against the right hand wall. The beds took up most of the space in the small cubicle. He spin around on his heel and growled menacingly at finding thick bars locking him in.

He observed them through narrowed eyes and approached them to get a better look at what was going on outside the cage he'd woken up in.

He became aware of something clasped around his left wrist and he frowned darkly at seeing the alloy bracelet fitted snuggly around his wrist.

Angelus lifted his arm up from his side and observed the bracelet that didn't seem to have a latch for it to be removed. There was a single jagged line etched into the surface of the silver alloy. He ran a finger over the surface of the bracelet searching for a seam that might be invisible to even his keen sight.

"What is this place?" he muttered under his breath as he resolved to find out the first chance he got as he looked back up. His keen eyes taking in the four rectangular tables outside the cells but was behind a great big wire fence that enclosed him in what he could only describe as a dark pit of some kind that smelled as if it was closely connected to the sewer system.

***O*O*O***

Ulba sat on the edge of his bed his elbows resting on his knees and his chin cupped in his hands. A pensive look on his face that was tinged with worry. He had been brought here a week or so back with an injury to his left leg that had been bad enough to keep him from The Arena as a participant this far, but now the injury was practically healed now. Only a slight limp remained.

Normally he would be overjoyed at almost being pain free except that he had noticed the others looking at him different. It was a look that was easily read as they were imagining all the ways they would be able to kill him and that they thought it would be as easy as snapping a twig.

Ulba shivered and his hands slipped from around his chin to massage the healing injury just above his knee. It gave a whole new meaning to the name they had given him 'Bait' and bait was all he was to the vicious demons that had thrived in The Arena.

As far as they were concerned he was nothing more than a warm up act to get the crowd's blood up as well as their own.

Ulba swallowed thickly and released his leg, he was a survivor though and he was determined that if he couldn't escape then he would survive and earn the fear and respect of the other demons. He refused to die as nothing more than Bait. The demon who wasn't considered worthy of a proper name.

He would shed the name Bait and give himself a proper name. A name that would strike fear in to the heart s of the most vicious demons. Demons like The Anchor and The Barber would quake at the mere mention of his name as he now quaked in fear of what tomorrow would bring.

***O*O*O***

"I can't find anything that matches Kendra's description," Xander grumbled as he closed the umpteenth thick occult book he had been searching through with a sigh, before resting his head against the hard cover of the old book.

Giles walked over to where Xander was sitting and grabbed him by the back of his collar, "Don't do that to the book, the oils on your skin will stain the cover," he told the boy as he gently pulled his head back.

"Oh, yes that's the most important thing here. Not staining the books with a little bit of good old skin oil, never mind almost choking me," Xander grumbled.

"Well it has to be in a book somewhere," Kendra said, her tone making her statement almost a question.

"Well, technically speaking, yes it should be, but there are thousands of books out there on the occult and sadly I don't have them all. We uh, as much as it pains me to say this, we may have to go in blind as people like to say," Giles replied as he took off his glasses with one hand, an open occult book balanced on the other.

"Well, in dat case I better be careful when I go patrolling for it tonight," Kendra murmured as she closed her the book she had been attempting to look through, more than glad that she had an excuse to stop looking for a while.

"Speaking of tonight," Xander turned in the chair that he was sitting on, "Are you coming G-Man?"

"What?" Giles questioned momentarily confused by the sudden change in subject, "Oh, uh" he stuttered as a large pit opened up in his stomach and he slid his glasses back into place, "Yes, yes of course, I'm uh, I'm coming," he cleared his throat, "Uh before then I shall uh keep researching and see if I can't find this demon of Kendra's," he excused himself as he snapped the book shut that had been open in his palm before retreating into his kitchen.

Willow looked after Giles with sad eyes, "Poor Giles. It's still hitting him hard,"

"It's still hard for all of us Will," Xander murmured as he reached out and grasped her hand and gave it a comforting squeeze.

Willow responded with a grateful smile and a squeeze of her own, before turning a questioning gaze to Kendra, "What about you Kendra? Are you coming? I'm sure she wouldn't mind. In fact I'm sure she'd be glad to see you,"

Kendra hesitated a moment before shaking her head, "No, I'll be busy getting ready for patrol," she excused herself, a thick lump forming in her throat, "But I may stop by a little later if I have time," she tacked on at Willow's disappointed look and immediately the bubbly red head perked up.

"Oh it'll be so nice if you do," she encouraged brightly.

Kendra nodded a little stiffly, before turning her attention back to the book she had been looking through earlier and opened it to a random page to look busy. The whole friend's thing was still very new to her. It felt like a lifetime ago that she'd socialized with people and felt any true comradely bonds with anyone.

Buffy had done it though and she remembered feeling so appalled and impressed at the same time when she had first met her. Buffy had opened her eyes to new things and allowed her to feel like she wasn't alone anymore. That there was another freak out there going through the same things she was.

_Yeah and look what that got her._

Kendra thought a little sadly and bowed her head closer to the book, her eyes beginning to sting a little as she suppressed a couple of tears that wanted to well past her self-control. She flipped a couple of pages in the book and stared blankly at the page.

Giles re-entered the living area his gaze zeroing in on Kendra, "Right, well, are you up for some training?"

Kendra almost jumped off her chair in her relief to find an escape from her thoughts, "Yes," she agreed before moving swiftly towards the training room Giles had set up for her.

"Right, well shall we leave them to it?" Xander asked Willow as he began to stand, "I think I hear a mocha latte calling my name," he said as Willow stood and they began making their way towards the front door, "Well your name, I'll be a having a long black because it's more manly," Xander joked to lighten the mood a little as he shrugged on his jacket before opening the door for Willow and allowing her to exit before him.

"Yes, because the sour face you make when drinking it is extra manly," Willow teased before Xander shut the door to the condo blocking out the sounds of wood clacking against wood as training began.

***O*O*O***

Angelus tilted his head as the cells where suddenly illuminated by an artificial light just after his senses had told him the sun had set. He swiftly got up off the bed he had spent the day light hours resting on in a smooth motion.

He hadn't trusted the security of the cell he was locking in to allow himself to do more than close his eyes as he waited for something to happen that would give him more of a hint at just what this place he had been brought to was.

A moment later there was a loud electronic beep and the barred gate slid back. Angelus stepped towards the opening with a confident stride.

To show any kind of weakness in front of demons, even demons that considered themselves a friend was liable to get you killed. And if there was one thing that he was completely certain of, it was that he was not about to meet his end in a place like this.

He came to a stop just outside of the cell he had been thrown into whilst unconscious and for a moment he observed the surprising array of different demons that were now making use of the open area.

_Where is this place?_

He thought again as he observed one particular demon with green skin move towards an area he hadn't noticed earlier as it was just out of sight of the cells. It was an area that appeared to be filled with run down gym equipment and what he could only describe as junk. As he continued to watch the demon picked up a set of weights and began to flex his muscles as he began to work out with a single minded determination.

"I wouldn't stare to long if I were you. The Anchor is kind of touchy," A slightly nervous sounding male voice spoke quietly from a short distance away.

Angelus turned his head so that he was looking at the smaller demon that had decided to approach him.

_Well, at least he's not entirely without brains._

He thought as he observed the distance the demon had left between them. If he'd been to close he'd likely be dead.

Angelus looked the demon over. His small stature, bright red eyes that were filled with a nervousness that made him appear desperate. Small blunt horns protruded from his forehead and his clothes looked to hang off him in places where normally there should be muscle.

"The Anchor?" Angelus asked with a slight smile. The small demon wasn't someone he would usually even bother talking to, but if there was going to be anyone that he could manipulate and use to his advantage it would be this demon who looked as if he was a mouse in a den of lions.

Ulba nodded, "It's the name he was given," he told the vampire. In response the vampire raised a sardonic questioning eyebrow at him. Ulba shrugged, "You'll understand when you see him fight,"

Angelus frowned slightly, there was nothing unusual about demons fighting especially when they were confined in such a small space with different breeds all crammed in together, but with the way he said it, it was like there was a significance to it that there shouldn't be.

Angelus turned his dark gaze back out towards the demons that were going about their business taking in the scars on their bodies and the way they were built. All of them had the look of battle hardened fighters.

_All of them except for…_

"I'm Ulba," the demon introduced himself, before his red skin paled as he was distracted from the vampire by the approach of a couple of demons that were within hearing range.

"Still trying to use that name Bait," The Barber sneered, "When are you going to learn that you aren't going to amount to anything more than dog bait," The Barber taunted, before he began to continue on his way.

Little Barber wasn't so quick to leave however as he gave Ulba one last disdainful look, "If I have any luck it'll be me who gets to hack you into little pieces with my knives," he expressed his wish and licked his lips as if imagining licking Ulba's blood from the blade of one of the knives that he favoured.

Angelus met The Barber's liquid black eyes without flinching. His dark gaze as challenging as The Barber's was.

After a moment The Barber snorted, "At least you might be a little fun vampire," he chortled, "But make no mistake," he threatened as he extended his claws from the tips of his fingers and pressed them under his chin expecting the vampire to flinch. Instead Angelus maintained eye contact and allowed his red thick blood to bubble up around the tip of three of the claws, "You will die if you are pitted against me," The Barber glanced back at his smaller companion, "Come on, let's leave the fresh meat to their quivering,"

The Little Barber sniggered, "Yeah quivering. Don't let your little schemes make you over confident, you'll die right after Bait here," he taunted before turning away completely and following The Barber.

Ulba watched them go for a moment trying to calm the shivering of his body as fear threatened to shake his determination once again, "That's The Barber and his little minion The Little Barber assholes," he murmured trying to sound more confident then he felt.

Angelus payed him no mind for a moment as he watched the two demons walk away, "What exactly is this place?" he asked, before turning his gaze back towards Bait, "And how does one go about leaving?"

Ulba almost choked on his own saliva at the vampire's question, "Leave? Just where exactly do you think you are vampire?" he asked earning a dark look from him, "The only way to leave here is to die," he informed the vampire.

Angelus turned towards him completely, his expression prompting Ulba to continue talking as he began to realize that the vampire wasn't going to be as easy to get along with as he had been hoping.

"You're in The Arena. This is the place demons are taken to die," Ulba stated.

"Seriously?" Angelus asked curiously, "I always thought that this place was a myth,"

"Yeah, so did I until one day I followed a little demon girl and ended up with my leg almost torn off and woke up in one of those cosy little cells," Ulba explained, "Ah, you too," he said knowledgeably at the look that passed across the vampire's face, "It's their favourite spiel for picking up promising new recruits,"

A siren sounded making Angelus wince briefly the sound making the small sensitive muscles in his inner ear twitch.

"Chow time," Ulba said as the siren faded away and a large slot in the wall on the left, opened to reveal an oval shaped hole that was sectioned off by another wire fence, "It's so the kitchen hands don't get hurt," Ulba divulged at seeing the vampire's look, "Sometimes one of the demons don't agree with what's being served,"

Angelus breathed out a heavy breath and flared his nostrils, "With that stench who could blame them," he muttered.

"That would be Sprout's food. He can only eat compost," Ulba stated, "You get used to it," he tried to assured the vampire.

"That's going to be unlikely," Angelus grumbled, the scent of the compost offending his nose. _This place just gets worse and worse._

"Come on. It may not smell the best but its food and they'll have some blood ready for you by now as well," Ulba informed him and went to give the vampire a friendly-ish clap on the shoulder only to stop before his hand made contact, stopped cold by the dark look the vampire was giving him.

A sound from above them drew Angelus' attention towards the ceiling and watched as a young slender, obviously athletic woman swung herself from one poll to another amongst the rafters, until she deemed herself close enough to the ground to swing herself down and in a controlled movement fell and landed in a crouching position, before straightening up and moving towards the food bay.

Angelus followed her with an intent gaze, "She's not a demon," he stated as he took in her human appearance, "Who is she?" he asked Ulba.

"Oh," Ulba murmured uncomfortably, his skin tingling unpleasantly as his gaze landed on the deceptively harmless looking girl. He was surprised to say the least that the vampire wasn't feeling something similar, "That's The Slayer," he said in a hushed tone, not wanting to attract her attention.

Angelus tore his gaze away from the girl to give Ulba a sceptical look, "The Slayer is in Sunnydale," he informed him.

Ulba shrugged, "Curious isn't it. It's rumoured that The Slayer died for a few minutes before being brought back with CPR. She was apparently only dead for a minute at the most, but it was long enough for a second Slayer to be Called,"

Angelus turned his gaze back to the petite blond, "Even if that's true. What is she doing in here?"

Ulba shrugged, "Nobody knows," he admitted to the vampire, "I'd stay away from her if I were you. She's not exactly friendly,"

"Well, I'm not you," Angelus murmured as he continued to regard The Slayer. Not even a moment later The Slayer turned her head and looked in their direction as if she had heard them.

She looked from one to the other for a brief moment before turning away again as she stepped up to the arch in the wall and took the tray of food that the kitchen hand dished out to her and walked towards the four rectangular tables.

***O*O*O***

Buffy's lip twitched in irritation as she almost slammed her spoon down into the gritty porridge that she had been given. It wasn't the food that was irritating her although it was bad enough to cause irritation. It was the intense stare she could feel crawling over her spine, letting her know that a predator was watching her every move.

_Remain calm._

Buffy cautioned herself as she stirred the spoon around her bowl. If she reacted in the way every muscle in her body was screaming to, all she would accomplish was getting herself into trouble. And it was best to avoid trouble in here. The Arena may be run mostly by humans, but they were guided by demons on the outside. Demons that could and would come up with the most horrifying of punishments that may or may not kill you.

She kept her eyes fixed on her food, not wanting anyone to see the stirring fire in her eyes as her irritation with the stare grew to aggravation. If the wrong demon saw the fire in her eyes they could take it as a challenge and the next thing she'd know would be a pissed off demon trying to kill her. Not that they could, but she'd rather save the killing for The Arena. At least then she wouldn't be punished for it.

Buffy forced herself to take another mouthful. She swallowed it without tasting it, before letting out a calming breath. She had a good idea of just who it was that was staring at her. The newbie vampire she had seen brought in close to dawn last night. The one that Bait had managed to get in good with. She doubted that it would do the small demon any good though. The vampire was new here for sure, but he had the look of a fighter about him. Whereas Bait was a mouse that had had the misfortune of being thrown into the lion's den.

They did that sometimes, brought in someone who couldn't fight to save their lives. It gave the demons someone to pick on and gave the crowd a good show as the mouse got torn apart by the lion they were put up against.

Buffy rolled her shoulders in an attempt to relax the tense muscles in her upper back and fought the urge to look back at the vampire that seemed to be trying to devourer her with a stare alone.

_Hmmph. I don't rattle that easy._ Buffy thought confidently. _Well, not anymore._ A softer thought snuck in before Buffy could quash it making a coldness wash through her veins for a brief moment before she composed herself again. The hardness she had learned since being in here fully erected once again. She wouldn't be that weak little girl again… not ever!

_Whatever your thinking vampire, I'll be ready for you._ She silently swore as she dipped her spoon back into the unsweetened porridge.

***O*O*O***

Willow, Xander and Giles stood in Restfield cemetery, their expressions solemn as they stood gathered in front of a tombstone.

"I-I can't believe that it's been two years already," Willow said sadly as she read the tombstone once again.

Buffy Summers

Beloved Daughter

Best Friend

She Saved The World

Xander took her hand in his and gave it a comforting squeeze, "None of us can," he murmured as he took in the large bouquet of flowers that had been left on the grave before they had arrived.

"Joyce is still avoiding us," Willow murmured sadly as she took in the flowers Joyce had left for her daughter during the day.

"Well us and uh," Giles pushed his glasses up his nose, "All things preternatural," he suggested, ever since her daughter had died Joyce Summers hadn't been able to face anything preternatural. He couldn't blame her of course, the preternatural had killed her daughter.

He feared the consequences though, with that much fear and hate and no way to express it… it could lead to something very bad.

_I'll try visiting her again tomorrow._

Giles decided as he stared down at the grave of the girl he had grown to love like a daughter.

_I owe her that much at the very least. I failed her, I won't fail her mother._

Slowly Willow moved forward a single white flower clutched in her hand, "Miss you," Willow murmured as she rested a hand on top of the tombstone for a moment, before leaning the flower against its base. She stepped back and waited for Xander to do the same.

"Wish you were still here," Xander murmured softly, "The fight isn't the same without you," he stepped back beside Willow.

After a moment Willow touched Xander's shoulder, her gaze moving from Giles face to the Xander's as he looked towards in response to her touch, "Come on," she said in a hushed tone, "Let's give him a moment,"

Xander nodded and the two quietly moved towards the car that was waiting outside the cemetery gate.

Giles didn't say anything to acknowledge their gesture but he was grateful all the same to be given a moments privacy. He stepped towards the quiet grave and slowly knelt down to place his own white flower against the grave.

"I'm so sorry," he apologised to the tombstone, "If I could take back the moment that led to this I would. I'd do it all again…" Giles trailed off, a thick lump clogging his throat, "If only I'd been wiser when it counted," he croaked out from around the lump.

He took a deep breath to compose himself before he stood. If only there really was a time machine that he could use to go back in time like he had said sarcastically to her once long ago when he'd first met her, before he'd really gotten to know her, to care for her.

Giles cleared his throat and got back up to his feet with a shaky breath, "I'm trying to take care of your mother, but she's a stubborn woman… much like you are… were," Giles cleared his throat again and stood awkwardly before the grave a moment longer, before backing away a few steps before plucking up the nerve to turn away from the grave that could make him feel such sadness and guilt all at once. Not able to voice any kind of suitable goodbye.

With a long stride he made his way back to his car to find Xander and Willow leaning against the vehicle.

Giles stared at them uncomfortably aware of just how close he was to shedding tears. Something he was uncomfortable on his own, let alone when in front of others.

"So, home then? Or shall we go for dinner?" Willow suggested and nudged Xander in the ribs causing him to expel a winded sound.

"Uh yeah, dinner," he said as he rubbed at his side, catching on to Willow's meaning as he took in Giles morose, guilt ridden expression, "I'm in the mood for some good old fashion Chinese, anyone else?"

"Yeah Chinese," Willow agreed.

"Oh, I don't know you two. I'm not sure that I'm really in the mood for Chin…"

Xander grabbed Giles by the arm, "Now none of that G-Man. We're going for Chinese your shout," he said as he urged him towards the car.

"Yeah it will be good fun," Willow chimed in as she opened up the driver's side door for him.

"Oh, alright," Giles grumbled as he slid into the driver's seat, "But I'm doing this under protest," he muttered as the door was shut behind him.

"Of course you are, that's what makes the Brits so fun," Xander murmured whilst he hi-fived Willow's hand and the two hurried into the back seat.

***O*O*O***

The lights dimmed in the pit and Buffy sighed softly. _And here we go again._ She thought as she slowly began making her way down the rows of steel beams that crisscrossed high above the pit. Buffy manoeuvred herself from one beam to the other before dropping to the ground in a practised movement that she had perfected over the last two years.

She landed in a crouch and straightened to her diminutive height with a stretch. She closed her eyes for a brief moment as she felt those dark eyes on her once again and a shiver ran down her spine.

_I swear if he keeps staring punishment or not he's a dusted vampire._

She swore as she made her way over to the viewing pews of The Pit. Pews were a generous term for it though. It was more of a large unlocked cage from where those not fighting in The Arena could observe those who were.

Her eyes narrowed on the Announcer as he made his appearance, his sequenced coat glittering in even in the dim light left in The Pit.

He winked at her as he passed her, "Don't look so down Slayer, you'll be back in The Arena soon enough,"

Buffy kept her face blank, but couldn't resist calling out to him, "Don't fall in when I do," she taunted causing him to freeze, "You could get caught in the cross fire – and that would be terrible," she taunted mockingly.

The Announcer turned on his heel and walked back towards her so that he was standing directly in front of her. His eyes turning cat like as the demon he was flashed to the surface, "I wouldn't go down that easy," he snarled, before he composed himself with a shake and jerked his slightly rumpled coat back into place, "Bear that in mind Slayer," he warned, before he turned and continued on his way.

Buffy glared after him through narrowed eyes as he smoothed a hand over his slicked back hair, "I'd love to see that guy bleed," she growled under her breath before continuing on her way to the pews.

***O*O*O***

Angelus tore his gaze away from The Slayer's back, "What's happening?" he asked as he observed as the demons began to spilt off from each other as they went to what appeared to be designated stations, carelessly cutting off whatever it was Ulba had been talking about for the past 15 or so minutes.

"Oh," Ulba blinked almost a little surprised that Angelus had finally broken his silence, "It's almost time for the fights to begin," he explained, "Fighters go in there," he pointed in the direction of an open archway that led to a bathing area and a waiting area for those waiting to fight, "And observers go in there," He pointed towards the large cage that was filled with pews.

Angelus jumped to his feet, his gaze resting on the cage, "So The Slayer isn't fighting tonight. How disappointing," he murmured as he began walking to the cage.

"Oh sure, we can go watch if you like," Ulba said as he trailed after Angelus. It was with a fair bit of reluctance however, he wasn't all that keen on watching what may or may not happen to him when he entered The Arena. No what would happen to him in The Arena if things didn't go as he planned.

Angelus entered the cage, his eyes sweeping over the available benches, before they landed on where The Slayer was standing in the shadows her gaze focused on the view afforded her by the wired off open window. His keen senses picking up on the sounds and smells of people; excited people. Demons and humans alike had gathered to watch the entertainment that was slotted to begin.

Ulba came up beside him his own gaze going to The Arena taking the sight of the Announcer as he positioned himself in the middle of the ring and the microphone descended from the ceiling to the whir of an electric powered pullie, "And the sideshow begins,"

His voice drew Angelus' gaze away from The Slayer, at least for the moment, to look at the inside of The Arena for the first time, his ears twitching at the sharp sound of the microphone crackling for a brief moment as it got to close to the speakers.

***O*O*O***

The Announcer grabbed the microphone with one hand a large pompous, teeth flashing smile curled up his lips as he took in the teaming crowd, "Ladies, Gentlemen and Others!" he boomed, "I hope that you have gotten in all your bets because the first match of the night is about to begin!" he voiced earning approving hollers from the crowd and more money exchanged hands as a few stragglers hurried to make their bets for the first fight of the night, "But please don't forget to pace yourself. With the line-up we have for all of your tonight it should be an exciting night of blood and death!"

The Announcer paused as shouts and clapping greeted his words, "In a few moments our first players will step in through those doors and blood will rent the air as two vicious blood thirsty demons battle it out for your viewing pleasure. Will The Anchor sink the sharp witted Boulder?" he chuckled into the microphone, "Or will the Boulder crush him out of existence?"

***O*O*O***

"Quite the spokesman isn't he?" Angelus commented as he took in the crowd that was lapping up the Announcer's speech like a bunch of blood thirsty idiots.

"That's what they pay him for," Ulba replied as he stared at the Announcer as he continued to rattle off his spiel.

Angelus frowned, "What I don't get is why don't all the demons revolt. There is more of us then there is of them," he murmured almost to himself.

"That bracelet that they slap on us. It does more than just tell others our rank. It keeps us in check. One wrong move and all they have to do is push a button and your shocked with enough voltage to bring enough the toughest demon to his knees,"

Angelus glanced down at his wrist with a frown as he examined the bracelet for a second time that night. It didn't really look like something that could cause him more than the visual pain of seeing it on his wrist, but then he knew better than most just how the smallest unlikeliest things could cause pain.

_I'll see about that._

He thought, his quick mind already plotting out scenarios of just how he could go about testing just how much juice the small alloy bracelet had.

The Announcer suddenly stopped talking drawing Angelus' gaze back to The Arena in time to see the humanoid demon step out of the ring as the two demons that were to fight stepped into the ring.

"Now you'll find out why he's called The Anchor," Ulba stated a little solemnly.

Angelus snorted, "And why's the other one called The Boulder?"

Ulba shrugged, "Because he's a dumb brute. The only thing he's got going for him is his strength," he glanced up at the crowd that was packed into the upper decks of The Arena, "If the crowd is smart they've have put their money on The Anchor," he stated as the two demons circled each other for a brief moment before The Boulder with his thick blue skin and budging muscles broke into a charge that was designed to knock his opponent off his feet.

Angelus crossed his arms over his chest, "Well this is going to be over quick," he muttered.

Ulba shook his head, "No, Anchor has waited all day for this. He'll make it last,"

***O*O*O***

Kendra walked through the quickly growing night. Her steps whispering over the neatly kept grass. The scent of freshly mowed lawn filling her nostrils as she passed tombstone after tombstone as she moved through the cemetery on her patrol.

She came to a stop in front of a particular grave and let out a sad sigh as she took in the name engraved on it and all the flowers that were laid at the foot of the stone.

"I didn't bring anyt'ing," she said in way of an apology, "I wasn't even really planning on stopping by," she explained, "I know it seems cold, but I really don't know what to say except… I don't know how to do this. I slay alone. That's what I was taught… I can't say it doesn't feel nice to do t'ings wit' t'em, but w'en t'ey look at me… all t'ey want is you," she divulged, "Even Giles. I can tell w'en we're training. He wishes it was you to. I can see it in his eyes. Everyone is friendly t'ough. But this isn't my town. It's yours. I doubt I'll ever feel like this town is home," she muttered as she felt the bitter sting of homesickness and loneliness prick at her once again.

"I have to go. There's a new demon that needs putting down," she murmured, before she turned and moved on through the cemetery.

_I wish you were here too. It's lonely being the only freak again._

***O*O*O***

Blood sprayed through the air and the crowd roared in a perversion of bloodlust and the base desire of death as entertainment.

The Anchor moved swiftly despite his weight a bit too fast for the demon known as The Boulder who had yellowish blood oozing from his mouth. His black amphibian like eyes pinpointed in battle rage before the dumb brute charged again.

"How has he survived in here," Angelus muttered to himself, only to close his eyes in slight annoyance as his newly acquired ever 'helpful' shadow took it upon himself to answer.

"He's only just worked his way up to the big leagues," Ulba supplied as The Anchor neatly stepped out of the way of the charge and tripped his opponent so that his momentum sent him sprawling onto his face in the gritty sand.

The crowd 'Booed' and 'Hissed', and a few, those that had bet in favour of the big brute threw their hands up in exasperation.

The Anchor pointed a finger at the demon as he began picking himself up, "Soon you die amphibian," he sneered disrespectfully.

"I crush first," The Boulder spat back.

Angelus smirked as he choked back a short chuckle, "It speaks," he mocked with amusement, his gaze sliding from the fight as disinterest took over for the moment. His dark gaze drifting to The Slayer again to find that she hadn't moved a muscle the entire time.

***O*O*O***

Willow sat on her bed in her shared dorm room, propped up against the wall with pillows cushioning her back as she held the dorm phone to her ear, her fingers curling the loopy cord around them in an idle fashion.

"I'm sorry that I wasn't there today," the masculine monotone voice apologized.

"Don't be sorry Oz," Willow responded with a small shrug, "It would have been nice if you were there but you're on tour. I just wish that I could have snuggles. I'm kinda feeling the need for some warm Oz-shaped cuddles," she admitted, "I could also go for that power you have. You know the one where you can make my busy head go all quiet. I could use some quiet right now," she babbled sadly. Her fingers twisted the cord so much that the flesh of the digits turned white until she released the cord with a soft snap as it bounced back into place.

"I'll be sure to give you lots when I get back in a couple of days," Oz assured her.

Willow nodded despite knowing that he couldn't see her and sank her teeth into her lower lip, "I miss her," she half whispered into the receiver.

"It wouldn't be possible for anyone who knew her not to miss her, Wills. The world is a bleaker place without her, but you know what, Buffy wouldn't want you to feel sad for her. She'd want you to live. She'd want us all to live,"

Willow nodded, "I know, I just… I'm just having a moment,"

"Next year I'll make sure that I'm home," Oz promised.

"That'd be nice," Willow murmured hopefully, before letting out a shaky breath, "I'll feel better tomorrow," she promised and looked up as the door opened and fought back a scowl as her roommate entered, "I've got to go, but you'll call tomorrow?"

"Before we hit the road," Oz promised.

"Ok, talk to you soon," she murmured and swiftly hung up not wanting to be overheard by her nosey, obnoxious roommate.

"Boyfriend?" The bottle redhead asked whilst flicking her long curly locks over her shoulder.

"Yeah," Willow replied.

"He's kinda cute isn't he, I'd love to date someone in a band… will Devon be coming back with him?"

Willow shrugged as she once again fought back the urge to frown at her roommate, "I don't know," she answered shortly.

"Well find out for me… or maybe I'll just ask Oz," she murmured with a suggestive smile, before she moved about the room gathering her bathroom supplies.

Willow scowled after her as she walked to the door and stepped through without so much as a backwards glance, "Like Oz would ever go for a superficial – bimbo like you!" she huffed under her breath.

Willow sighed and reached under her bed and pulled out a well-cared for but old soft toy pig. She settled herself down under the covers hugging the toy to her chest needing the comfort it would bring that night, "G-Night Mr Gordo," she murmured on a sighing breath and closed her eyes as she waited for sleep to claim her and give her a respite from the pain of the day.

***O*O*O***

Kendra pivoted on her heel as she fought the vampire she had caught trying to have a snack out in the alley, her movements precise and powerful as she aimed for a quick resolution to the fight for survival.

The vampire growled in hunger and frustration as his attack was once again blocked. His fangs aching to sink into soft smooth mortal flesh and his throat burned with the desire to feel the hot, thick, rich blood flood his mouth and slid down his throat.

Kendra back handed him, before ducking in a swift motion whilst she reached a hand into her jacket and pulled her stake from its hiding place. She stumbled and almost fell as the male vampire managed to land a hit to her collarbone sending pain rocketing through her body. She gritted her teeth against it and pushed forward like she had been trained to do from day one and in a swift movement thrust her stake home in the vampire's chest, stopping the vampire cold in its tracks.

She straightened up and slid her stake free just before it turned to dust before her eyes. Kendra rolled her shoulder in an attempt to ease the tension the blow had put into the surrounding muscles with a slight wince.

Kendra sighed as she continued on her way, her ponytail swinging behind her slightly with her movements and the Californian breeze, a small frown puckering down her brow.

_Still no sign of last night's demon… Giles isn't going to be happy._

She thought and sighed softly into the breeze at the thought of the lecture she would receive tomorrow if she failed to find any trace of it.

***O*O*O***

Buffy felt her hands clench over her arms as she stood staring into The Arena. She could feel the vampire's eyes on her again, the feel annoying her as well as making her skin prick with goose bumps making her body want to shiver with a non-existent chill.

_He'll test me out soon._

Buffy thought as she forced herself to relax her hands and take a soothing breath, not wanting to appear to be affected by the unnerving intense stare the vampire was levelling on her.

She forgot about the stare however as her attention was diverted from the walking corpse to those fighting in The Arena as The Boulder managed to get The Anchor in a headlock and the feel of the crowd visibly shifted as she pissed faces turned excited and previously excited faces turned worried.

A hush fell over the crowd for the briefest of moments before the voices broke over The Arena like a crushing wave once again. Buffy had to suppress another shiver as she remembered the impact of that sound slamming into you whilst you stood in the brightly lit death pit more fondly called The Arena by those who ran the bloodbath.

The two struggled like that for long moments before The Anchor managed to break free of The Boulder's crushing grip with a huge roar that had the crowd roaring in return as the levels of excitement grew.

_He always was a crowd worker._

Buffy thought dismissive of the demons antics. Her mind was drawn back to her vampire problem as she felt him approaching her from behind.

_Remain calm._

She cautioned herself as she took a deep breath in an attempt to still the tingling sensation over her skin that urged her to attack the threat. It was a sensation that she had gotten used to over the two years she had been surviving in this place, but with this vampire the sensation was worse almost like it was bone deep.

"So, The Slayer," the deep masculine voice came from behind her, "From all the tales going around about you. I thought you'd be 6feet tall and built like The Boulder in there,"

Buffy rolled her eyes, "Well, it's good to know that the forces of darkness haven't gotten any more original in the past two years," she quipped without turning around.

Angelus smirked at The Slayer's slender back, "Hit a nerve, Slayer?"

"No," Buffy replied calmly, "I may be small, but I can still kill you without breaking a sweat," she said confidently.

The smirk faded slightly off Angelus' face as he continued to regard the girl's back, "You're going to be a fun one to cut down to size," he murmured darkly. His deep brown eyes flashing challengingly at the little blonds back.

Buffy chortled and finally turned around to observe the vampire that she realized was a little closer to her back than she had originally realized. Her hazel eyes met his without hesitation, a challenging curve to her lips as she regarded him, her head tilting back so that she wasn't straining to maintain the eye contact, "It's going to be fun watching you realize just how much of nothing you amount to in here,"

Angelus frowned down at her, his cocky smirk completely disappeared now, "You won't be saying that, when you come up against me in that ring,"

Buffy didn't flinch like she was sure the vampire wanted her to, instead her smirk widened into almost a full blown condescending smile, "You've got a hell of a long way to go before you'll get anywhere near facing me in The Arena," she taunted him raising her left arm to show him the six jagged lines engraved on hers, "So, if you want a piece of me. You're gonna have to be as good as you think you, vampire," she sneered at him as if she didn't believe that he was.

"Oh, I'm good enough to sink my fangs in that pretty little neck of yours and drain you dry Slayer," Angelus swore darkly, his eyes flashing at her, his dark smirk back in place.

"Then I guess you better choose to survive if you ever want to get that chance," Buffy replied and started to move away.

"Not interested in how it's going to end, Slayer?" Angelus called after her, feeling a little smug that she was retreating.

Buffy paused and looked back at him, the expression on her face making the smugness Angelus had been feeling disappear as if it had never existed at all, "I already know how it's going to end. The Anchor has had it won for a while and now I'm bored," she stated confidently, before turning away again and heading for the exit of the view cage.

_Bored huh?_ Angelus thought as he watched The Slayer leave. _We'll see how long that lasts Slayer._

Angelus turned his gaze back to the fight just as The Anchor slammed The Boulder into the ground and just as Bait had said. He did understand just why they called him The Anchor. He literally took them down like an anchor. Once down The Boulder had no chance of getting up with his life.

It wasn't until the Announcer stepped back into The Arena to announce the next fight that Angelus realized that he had been clenching his hands into fists so tightly that he had drawn blood.

_Bloody woman's got me all wound up already._ He thought a little disgusted with himself that he had let the little slip of a girl get under his skin so easily, before he smirked almost immediately calm again, "Should make for an interesting stay," he murmured under his breath.

**A/N:** I hope you all enjoyed part 1 of this chapter. Part 2 hopefully won't take too long, and as always reviews help the muse to stay motivated.


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